<PAGE>   1

                                  EXHIBIT 3(b)

                              AMENDED AND RESTATED
                          ARTICLES OF INCORPORATION OF
                           HANOVER FOODS CORPORATION



         1.       Name

                  The name of the Corporation is:

                                    Hanover Foods Corporation

         2.       Registered Office

                  The location and post office address of its current
registered office in the Commonwealth of Pennsylvania is:

                                    1486 York Street
                                    P.O. Box 334
                                    Hanover, PA  17331

         3.       Purpose

                  The purpose or purposes for which the Corporation is
incorporated are:

                           To have unlimited power to engage in and do any
                  lawful act concerning any or all lawful business for which
                  corporations may be incorporated under the provisions of the
                  Business Corporation Law of 1988, as amended, of the
                  Commonwealth of Pennsylvania.

         4.       Term

                  The term for which the Corporation is to exist is perpetual.

         5.       Capital Stock

                  The total number of shares of all classes of stock that the
Corporation shall have authority to issue is one million, eight-hundred
thousand (1,800,000), consisting of one million, six-hundred and eighty
thousand (1,680,000) shares of common stock, par value $25.00 per share



                                      -95-
<PAGE>   2
(the "Common Stock"), and one hundred and twenty thousand (120,000) shares of
preferred stock, par value $25.00 per share (the "Preferred Stock").

         The Common Stock shall consist of eight-hundred thousand (800,000)
shares of Class A Common Stock (the "Class A Common Stock") and eight hundred
and eighty thousand (880,000) shares of Class B Common Stock (the "Class B
Common Stock").  All shares of the Class A Common Stock and the Class B Common
Stock shall be identical and shall entitle the holders thereof to the same
rights and privileges with respect thereto, except that the holders of the
Class B Common Stock shall have voting power for the election of directors and
on all other corporate matters, and the holders of the Class A Common Stock
shall have no voting power with respect to shares of said stock held by them,
except as otherwise required by the Pennsylvania Business Corporation Law of
1988 as amended and except as follows: (i) in the event of a proposed amendment
to these Amended and Restated Articles of Incorporation which shall affect
adversely the holders of the Class A Common Stock, the holders thereof shall
have the right, as a separate class, to one vote on such amendment for each
share of such stock held and no such amendment shall be adopted without the
affirmative vote of the holders of a majority of the shares of the Class A
Common Stock; (ii) if no dividend be paid on shares of the Class A Common Stock
for three (3) consecutive fiscal years, the holders thereof shall have the
right to one vote for each share of such stock held until such time as the
payment of dividends is resumed; and (iii) in the event any shares of the
Series C Convertible Preferred Stock are issued and outstanding and become
entitled to vote or consent on a matter which involves a Disputed Change of
Board Control (as hereafter defined), each share of Class A Common Stock shall
be entitled to one-tenth (1/10) of a vote per share with respect to such matter
involving a Disputed Change of Board Control (as hereafter defined), and, in
such event, the shares of Class A Common Stock shall vote together with the
shares of Class B Common Stock and shares of Series C Convertible Preferred
Stock as a single class of stock, and not as a separate class.

         The Preferred Stock shall consist of fifteen thousand, two hundred and
sixty-eight (15,268) shares of Series A Cumulative Preferred Stock (the "Series
A Preferred Stock"), sixteen thousand, two hundred and sixty-eight (16,268)
shares of Series B Cumulative Preferred Stock (the "Series B Preferred Stock"),
(the Series A Preferred Stock and the Series B Preferred Stock, collectively,
the "Cumulative Preferred Stock"), ten thousand (10,000) shares of Series C
Convertible Preferred Stock, and such other shares of Preferred Stock as the
Board of Directors may issue up to the total amount authorized.

         Holders of Preferred Stock shall have the option to convert, without
consideration, any or all such shares held to shares of Class A Common Stock on
an equitable basis, which equitable basis shall, in the case of Series C
Convertible Preferred Stock, be deemed to be a conversion of one share of
Series C Convertible Preferred Stock for one share of Class A Common Stock.


                                      -96-
<PAGE>   3
                           CUMULATIVE PREFERRED STOCK


         The Cumulative Preferred Stock may be issued in series, each series to
be so designated as to distinguish the shares thereof from the shares of all
other series and classes.  The Board of Directors of the Corporation shall have
authority, by resolution, to divide any or all of the shares of Cumulative
Preferred Stock into one or more series and, with respect to each series so
established and prior to the issue thereof to fix and determine a
distinguishing designation therefor and the relative rights and preferences
thereof with respect to (a) the rate of dividends, and the date from which such
dividends shall be cumulative upon all shares of such series issued prior to
the record date for the initial dividend thereon, (b) the price at which shares
of such series may be redeemed, and (c) the amounts payable thereon in event of
voluntary or involuntary liquidation.

         The holders of Cumulative Preferred Stock shall be entitled to receive
and the Corporation shall be obliged to pay, but only when and as declared by
its Board of Directors and only out of its surplus or net profits, cash
dividends at such rate per share per annum for each particular series as shall
have been fixed as aforesaid by the Board of Directors, and no more, payable
quarterly on the first day of each January, April, July, and October.  Such
dividends shall be cumulative from the dates as follows: (a) in the case of
shares issued prior to the record date for the initial dividend on shares of
the series of which such shares shall constitute a part, then from the date
fixed as aforesaid for such purpose by the Board of Directors; (b) if issued
during the period commencing immediately after the record date for a dividend
on shares of such series and terminating at the close of the payment date for
such dividend, then from such dividend payment date; and (c) otherwise from the
dividend payment date next preceding the date of issue of such shares.

         The Statement of Amendments filed on September 30, 1971 and on June
25, 1973 under Section 602 of the Business Corporation Law approved the 5th day
of May, 1933, P.L. 364, as amended, which created 8 1/4% Cumulative Preferred
Stock, Series A, and 8 1/4% Cumulative Preferred Stock, Series B, respectively,
shall continue in full force and effect hereafter, subject to the provisions of
Section 1522 of the Pennsylvania Business Corporation Law of 1988 as amended,
and subject to an adjustment of the redemption price and liquidation amount to
$25.25 and $25.00 per share, respectively, to reflect a four-for-one stock
split pursuant to the Certificate of Amendment filed on January 15, 1988.
Nothing contained herein shall be construed to adversely affect any share of
Cumulative Preferred Stock which is outstanding on the effective date of these
Amended and Restated Articles of Incorporation.

         So long as any of the Cumulative Preferred Stock shall remain
outstanding, no dividend (other than dividends payable in Class A Common Stock
or Class B Common Stock, or both) shall be paid on shares of any class which,
with respect to payment of dividends or distributions in liquidation, shall
rank junior to the Cumulative Preferred Stock, unless all dividends on all
outstanding Cumulative Preferred Stock for all past quarterly dividend periods
shall have been


                                      -97-
<PAGE>   4
paid and full dividends thereon for the then current quarterly dividend period
declared and a sum sufficient for the payment thereof set apart.

         The Corporation, at the option of the Board of Directors, may redeem
all or any of the outstanding Cumulative Preferred Stock upon payment in cash
in respect of the shares so redeemed of the redemption price fixed as aforesaid
by the Board of Directors in respect of the series of which such shares shall
constitute a part, plus an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption, whether or not such dividends shall have
been earned or declared.  Any such redemption shall be in such amount, at such
place and in such manner as the Board of Directors may determine.  In the case
of a redemption of less than all the outstanding Cumulative Preferred Stock,
the particular shares to be so redeemed shall be selected by lot.  At least 30
days prior to the date fixed for such redemption, written notice thereof shall
be mailed by the Corporation to the holders of record of the Cumulative
Preferred Stock to be so redeemed, at their respective addresses as the same
appear upon the books of the Corporation. From and after the date fixed in any
such notice as the date of redemption (unless default shall be made by the
Corporation in providing moneys at the time and place specified for the payment
of the redemption price pursuant to said notice) all dividends on the
Cumulative Preferred Stock thereby called for redemption shall cease to accrue
and all rights of the holders thereof as stockholders in the Corporation,
except the right to receive the redemption price, shall cease and determine,
and such Cumulative Preferred Stock shall not be deemed outstanding for any
purpose.  All Cumulative Preferred Stock so redeemed shall be canceled and
shall not be reissued.

         On any voluntary or involuntary liquidation of the Corporation, before
any payment or distribution shall be made to the holders of any Class A Common
Stock or Class B Common Stock, the holders of the outstanding Cumulative
Preferred Stock shall be entitled to be paid the liquidation price fixed at $25
per share, plus an amount equal to all accumulated and unpaid dividends thereon
to the date of such payment, whether or not such dividends shall have been
earned or declared.

         After such payment shall have been made in full to the holders of
Cumulative Preferred Stock, they shall be entitled to no further payment or
distribution.

         A consolidation or merger of the Corporation with any other
corporation or corporations shall not be deemed a liquidation within the
meaning of this subdivision.

         Holders of Cumulative Preferred Stock shall have no voting power in
respect to shares of such stock held by them, except as otherwise provided by
the Pennsylvania Business Corporation Law of 1988 as amended and except as
follows: (i) in the event of a proposed amendment to these Amended and Restated
Articles of Incorporation which shall affect adversely the holders of
Cumulative Preferred Stock, the holders thereof shall have the right to one
vote on such amendment for each share of such stock held and no such amendment
shall be adopted without the affirmative vote of the holders of a majority of
the outstanding shares of Cumulative

                                      -98-
<PAGE>   5

Preferred Stock, and (ii) if no dividend be paid on shares of Cumulative
Preferred Stock for three (3) consecutive fiscal years, the holders thereof
shall have the right to one vote for each share of such stock held until such
time as the payment of dividends on such stock is resumed.


                      SERIES C CONVERTIBLE PREFERRED STOCK

         A total of 10,000 shares of Preferred Stock is hereby designated as
Series C Convertible Preferred Stock and shall have the following rights and
privileges:

                  (i)      Such shares may be issued only to trusts which
satisfy both of the following conditions:

                                  (A)     the trust must be an employee
benefit plan trust of the Corporation which is intended to qualify under the
provisions of Section 401 et seq. of the Internal Revenue Code of 1986, as
amended, including, but not limited to, the trust which has been established
under the so-called Hanover Foods Corporation 401(k) Savings Plan; and

                                  (B)     at least a majority of the trustees of
the trust must be persons who qualify as "disinterested directors" of the
Corporation under Section 1715(e) of the Pennsylvania Business Corporation Law
of 1988, as amended, in the opinion of counsel for the Corporation;

                  (ii)     Each share of Series C Convertible Preferred Stock
shall be convertible into one share of Class A Common Stock of the Corporation
(subject to proportional adjustment in the event of a stock split, stock
dividend or other recapitalization of the Class A Common Stock) at the option
of the holder thereof, except that such conversion shall automatically occur
upon the distribution of the shares of Series C Convertible Preferred Stock to
beneficiaries of the employee benefit plan trusts if and when such distribution
is made by such trusts.  Any shares of Class A Common Stock of the Corporation
which are received upon conversion of the Series C Convertible Preferred Stock
shall be issued out of the authorized but unissued shares of Class A Common
Stock;

                  (iii)    Each share of Series C Convertible Preferred Stock
shall be entitled to the same dividends or other distributions which are paid
per share by the Corporation to holders of Class A Common Stock;

                  (iv)     Each share of Series C Convertible Preferred Stock 
shall be entitled to a liquidation preference equal to the par value of $25.00
per share which shall be paid in full prior to a liquidation distribution to the
holders of Common Stock.  A "merger" or "consolidation" of the Corporation
shall not be deemed to be a liquidation.



                                      -99-
<PAGE>   6

                  (v)      So long as at least a majority of the trustees of 
the trust are persons who qualify as Disinterested Directors (as defined below),
each share of Series C Convertible Preferred Stock shall be entitled to 35
votes per share (subject to proportional adjustment in the event of a stock
split, stock dividend or other recapitalization of the Class B Common Stock)
with respect to any matter presented to the holders of Class B Common Stock for
a vote or consent which involves a Disputed Change of Board Control (as
hereafter defined), but shall not be entitled to vote on any other matter
presented to the holders of the Class B Common Stock for a vote or consent.
The voting rights of the Series C Convertible Preferred Stock set forth in the
immediately preceding sentence shall expire five (5) years after the date on
which any of such shares are first issued by the Corporation.  The shares of
Series C Convertible Preferred Stock shall vote together with the shares of
Class B Common Stock and shares of Class A Common Stock as a single class of
stock, and not as a separate class.  The shares of Series C Convertible
Preferred Stock shall not otherwise be entitled to vote in matters presented to
holders of the Class B Common Stock.  In no event shall the Series C
Convertible Preferred Stock be entitled to vote on matters presented to holders
of the Class A Common Stock other than a matter which involves a Disputed
Change of Board Control as provided herein.  Notwithstanding anything to the
contrary contained herein, Series C Convertible Preferred Stock shall not be
entitled to vote on any proposal (whether or not such proposal involves a
Disputed Change of Board Control) if shares of Class A Common Stock are
entitled to vote as a separate class on such proposal (except that if a single
proposal involves both (A) matters on which the Class A Common Stock is
entitled to vote as a separate class and (B) matters on which Class A Common
Stock is not so entitled, the single proposal shall be divided into two
proposals, on the first of which the Class A Common Stock is entitled to vote
as a separate class and the second of which the Class A Common Stock is not
entitled to vote as a separate class, and the Series C Convertible Preferred
Stock shall be entitled to vote on the second proposal); if no dividend is paid
on shares of Class A Common Stock for three (3) consecutive years, Series C
Convertible Preferred Stock shall not be entitled to vote until such time as
the payment of dividends is resumed.

         The term "Disputed Change of Board Control" refers to any of the
following:

                           (A)      any election of directors of the
Corporation in which the slate of directors nominated for election by
Disinterested Directors (as hereafter defined) of the Corporation is contested
by other nominees, unless the nominees contesting the nominees of the
Disinterested Directors are unanimously supported in writing by all of the
following persons (or their estates, if they are deceased) so long as such
persons continue to individually own of record at least 10,000 shares of Class
B Common Stock of the Corporation: Michael A. Warehime, John A. Warehime,
Sally W. Yelland, J. William Warehime and Elizabeth W. Stick.

                           (B)      any proposal to remove one or more
directors of the Corporation which has not been previously approved by the
Board of Directors of the Corporation, unless the proposal is unanimously
supported in writing by all of the following persons (or their estates, if they
are deceased) so long as such persons continue to individually own of record at
least 10,000



                                     -100-
<PAGE>   7

shares of Class B Common Stock of the Corporation: Michael A. Warehime, John
A. Warehime, Sally W. Yelland, J. William Warehime and Elizabeth W. Stick.

                           (C)      any proposal, which has not been previously
approved by the Board of Directors of the Corporation, to amend these Amended
and Restated Articles of Incorporation or the By-laws of the Corporation, or to
effectuate a merger, consolidation, division, or sale of substantially all of
the assets of the Corporation, unless the proposal is unanimously supported in
writing by all of the following persons (or their estates, if they are
deceased) so long as such persons continue to individually own of record at
least 10,000 shares of Class B Common Stock of the Corporation: Michael A.
Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime and Elizabeth
W. Stick.

         If Michael A. Warehime, John A. Warehime, Sally W. Yelland, J. William
Warehime or Elizabeth W. Stick (or their estates, if they are deceased) cease
to individually own of record at least 10,000 shares of Class B Common Stock of
the Corporation, such persons shall be excluded from the list of persons whose
unanimous support in writing is required in clauses (A), (B) and (C) above, but
unanimous support in writing of the remaining persons shall still be required.
If Michael A. Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime
and Elizabeth W. Stick (and their estates, if they are deceased) all cease to
individually own of record at least 10,000 shares of Class B Common Stock of
the Corporation, each share of Series C Convertible Preferred Stock shall
automatically be converted into Class A Common Stock of the Corporation.

         The term "Disinterested Directors" refers to directors of the
Corporation who are considered to be "disinterested directors" under Section
1715(e) of the Pennsylvania Business Corporation Law of 1988, as amended, in
the opinion of counsel for the Corporation.

         In the event of a dispute as to whether a matter constitutes a
"Disputed Change of Board Control," the decision by the Disinterested Directors
as to whether or not the matter constitutes a Disputed Change of Board Control
shall be final and conclusive in the absence of proof by clear and convincing
evidence of bad faith by such Disinterested Directors.  A Disinterested
Director may abstain on any decision.  A decision by a majority of the
Disinterested Directors who actually vote on a matter shall be considered to be
the decision of the Disinterested Directors.

                 REMAINING AUTHORIZED SHARES OF PREFERRED STOCK

         The remaining authorized shares of Preferred Stock may be issued in
series, each series to be so designated as to distinguish the shares thereof
from the shares of all other series and classes.  The Board of Directors of the
Corporation shall have authority, by resolution, to divide any or all of the
shares of Preferred Stock into one or more series and, with respect to each
series so established and prior to the issue thereof to fix and determine a
distinguishing designation therefor and the relative rights and preferences
thereof with respect to (a) the rate of dividends, and the date from which such
dividends shall be cumulative upon all shares of such series issued


                                     -101-
<PAGE>   8
 prior to the record date for the initial dividend thereon,
(b) the price at which shares of such series may be redeemed, and (c) the
amounts payable thereon in event of voluntary or involuntary liquidation.

         6.       No Cumulative Voting

                  The holders of Common Stock of the Corporation shall not have
the right to cumulate their votes for the election of directors of the
Corporation.

         7.       Classification of the Board of Directors

                  Effective at the annual shareholders meeting to be held in
1997, the Board of Directors shall be divided into four (4) classes, as nearly
as equal in number as possible, known as Class A, consisting of one (1)
director, Class B, consisting of one (1) director, Class C, consisting of two
(2) directors, and Class D, consisting of two (2) directors.  The Class A
director shall serve until the annual meeting of shareholders to be held in
1998.  At the annual meeting of shareholders to be held in 1998, the Class A
director shall be elected for a term of four (4) years and, after expiration of
such term, shall thereafter be elected every four (4) years for four (4) year
terms.  The Class B director shall serve until the annual meeting of
shareholders to be held in 1999.  At the annual meeting of shareholders to be
held in 1999, the Class B director shall be elected for a term of four (4)
years and, after the expiration of such term shall thereafter be elected every
four (4) years for four (4) year terms.  The Class C directors shall serve
until the annual meeting of shareholders to be held in 2000.  At the annual
meeting of shareholders to be held in 2000, the Class C directors shall be
elected for a term of four (4) years and, after the expiration of such term,
shall thereafter be elected every four (4) years for four (4) year terms. The
Class D directors shall serve until the annual meeting of shareholders to be
held in 2001.  At the annual meeting of shareholders to be held in 2001, the
Class D directors shall be elected for a term of four (4) years and, after the
expiration of such term, shall thereafter be elected every four (4) years for
four (4) year terms.  Each director shall serve until his successor shall have
been elected and shall qualify, even though his term of office as herein
provided has otherwise expired, except in the event of his earlier death,
resignation, removal or disqualification.  This Article 7, or any portion
thereof, may be changed by a by-law amendment which is adopted by all of the
then members of the Board of Directors of the Corporation.

         8.       Severability

         If any provision contained in these Amended and Restated Articles of
Incorporation requires the affirmative vote of the holders of a majority of
Class A Common Stock in order to permit such provision to become legally
effective, such provision shall not be deemed legally effective until such
affirmative vote is obtained; however, the remaining provisions of these
Amended and Restated Articles of Incorporation shall nevertheless continue in
full force and effect and shall be enforced to the maximum extent permitted by
law.



                                     -102-